Filed Pursuant to Rule 424(b)(3)
Registration No. 333-102259
TEVA PHARMACEUTICAL FINANCE B.V.
TEVA PHARMACEUTICALS INDUSTRIES LIMITED
SUPPLEMENT NO. 4
DATED OCTOBER 26, 2004
TO
PROSPECTUS
DATED MARCH 21, 2003
AS
SUPPLEMENTED
BY
SUPPLEMENT NO. 1 DATED APRIL 11, 2003
AND
SUPPLEMENT NO. 2 DATED JULY 22, 2003
AND
SUPPLEMENT NO. 3 DATED OCTOBER 1, 2003
This supplement is part of and should be read in conjunction with our
prospectus dated March 21, 2003, as supplemented by Supplement No. 1, dated
April 11, 2003; Supplement No. 2, dated July 22, 2003 and Supplement No. 3,
dated October 1, 2003 (as supplemented, the "Prospectus"). The information we
present in this supplement supersedes similar information previously included in
the Prospectus.
We are supplementing the information under the caption "Selling
Securityholders" to revise certain information with respect to existing Selling
Securityholders and the number of Debentures and ADRs owned and offered thereby
and to include new Selling Securityholders and the number of Debentures and ADRs
owned and offered thereby:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Principal
Amount of
Debentures
Owned and ADRs
Offered Offered
Name and Address of Selling ADRs Beneficially Owned Hereby Hereby ADRs Beneficially Owned
Securityholder Before Offering (1)(2) (in $1,000s) (1) After Offering (2)
------------------------- ------------- ------- -----------------------
Amount Percentage (3) Amount Percentage (3)
------ -------------- ------------- ------- ------- -------------
Banc of America Securities LLC (4) 6,993 * 300 6,993 0 N/A
100 W. 33rd Street
New York, NY 10001
Deutsche Bank Securities Inc. (4) 233,106 * 10,000 233,106 0 N/A
1251 Avenue of the Americas,
26th Floor
Mailstop NYC07-2638
New York, NY 10020
Swiss Re Financial Products
Corporation 233,106 * 10,000 233,106 0 N/A
55 East 52nd Street
New York, NY 10055
Tykhe Fund 46,621 * 2,000 46,621 0 N/A
c/o Goldman Sachs
489 Fifth Avenue, 26th Floor
New York, NY 10017
UBS AG London - F/B/O HFS 69,932 * 3,000 69,932 0 N/A
c/o UBS
100 Liverpool Street
London, EC2M 2RH
United Kingdom
--------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to the
nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 0.75%
Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures (rounded
down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
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